**Exhibit 10.12**

**CHANGE OFCONTROL AGREEMENT**

This Change ofControl Agreement is entered into as September 8, 2006, by and betweenInternational Aluminum Corporation, a California corporation (the “**Company**”), and Mitchell K.Fogelman (the “**Executive**”),with reference to the following:

**RECITALS**

A.            The Company believes that it is inthe best interests of the Company to foster the continuous employment of keymanagement personnel such as the Executive.

B.            The Company and the Executive desireto enter into this Agreement in order to induce the Executive to continue hisemployment with the Company during any period in which the Company may beengaged in negotiations regarding a Change of Control (as defined below) andduring the one-year****periodfollowing a Change of Control.

NOW, THEREFORE, inconsideration of the foregoing and other good and valuable consideration, thereceipt and sufficiency of which hereby are acknowledged, the Company and theExecutive hereby agree as follows:

**ARTICLE 1DEFINITIONS**

For purposes ofthis Agreement, each of the following terms defined in this Article 1 shallhave its defined meaning wherever used in this Agreement.

**1.1          Agreement**. “Agreement”means this Change of Control Agreement, as it may be amended from time to timeas provided herein.

**1.2          BeneficialOwner and Beneficial Ownership**.  “BeneficialOwner” and “Beneficial Ownership” have the meanings given to such terms in Rule13d-3 under the Exchange Act.

**1.3          Cause**.  “Cause”means (i) the Executive’s conviction of a felony that is injurious to thebusiness of the Company, (ii) the Executive’s willful and continued failure toperform his Employment duties, (iii) the Executive’s willful misconduct that isinjurious to the business of the Company, or (iv) the Executive’s willfulviolation of any material provision of any employment policy of the Company;provided, however, that the Executive’s inability to perform his or her dutiesbecause of a Disability shall not constitute a basis for the Company’stermination of the Executive’s Employment for Cause.  Notwithstanding the foregoing, the Executive’sEmployment shall not be subject to termination for Cause without (w) theCompany’s delivery to the Executive of a notice of intention to terminate, suchnotice to describe the reasons for the proposed Employment termination and tobe delivered to the Executive at least ten days prior to the actual terminationdate, (x) an opportunity for the Executive within the period prior to theproposed Employment termination to cure any such breach (if curable) giving 

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rise to the proposed termination, and (y) anopportunity for the Executive, if he chooses, to be heard before the Board ofDirectors of the Company.

**1.4          Changeof Control**.  “Change ofControl” means any transaction or series of related transactions as a result ofwhich:

(a)           AnyPerson or group of Persons (as the term “group” is defined in Section 13(d) ofthe Exchange Act and the rules and regulations thereunder) acquires BeneficialOwnership of securities of the Company, or of any entity resulting from amerger to which the Company is a party and is not the surviving party,representing more than fifty percent of the combined voting power of thethen-outstanding securities of the Company or such other entity, as applicable;provided, however, that for purposes of this Section 1.4(a), the followingacquisitions of securities shall not constitute a Change of Control:  (1) any acquisition by Vanderstar; (2) anyacquisition by a trust established by Vanderstar if Vanderstar is a trustee ofthe trust; (3) any acquisition by a corporation, partnership or limitedliability company if Vanderstar has Beneficial Ownership of more than fiftypercent of the combined voting power of such corporation, partnership orlimited liability company; (4) any acquisition by the Company or by an employeebenefit plan or related trust sponsored or maintained by the Company; or (5)any acquisition directly from the Company or Vanderstar, or both, pursuant toan underwritten public offering of securities that is registered under theSecurities Act; or

(b)           TheCompany consummates a merger, reorganization or consolidation to which it is aparty (regardless as to whether it is the surviving entity), or the Companysells all or substantially all of its assets (each such transaction beingreferred to in this Section 1.4(b) as a “**Transaction**”),unless Persons who were Beneficial Owners of the outstanding voting securitiesof the Company immediately prior to the consummation of the TransactionBeneficially Own immediately after the consummation of the Transaction at leastfifty percent of the combined voting power of the then-outstanding securitiesof the Person surviving or resulting from the Transaction.

**1.5          COBRA**.  “COBRA” means the Consolidated Omnibus BudgetReconciliation Act of 1985, as amended.

**1.6          Code**.  “Code” means the Internal Revenue Code of1986, as amended.

**1.7          Disability**.  “Disability” means a physical or mentaldisability of the Executive, as certified in a written statement from alicensed physician selected or approved by the Executive Committee, thatresults in the Executive being unable to perform his duties as an employee ofthe Company on a full-time basis (after reasonable accommodation by theCompany) for (i) 120 consecutive days or (ii) 180 days (regardless ofwhether such days are consecutive) during any period of 365 consecutive days.

**1.8          Employment**.  “Employment” means the Executive’s employmentin any capacity with the Company.

**1.9          ExchangeAct**.  “Exchange Act” means theSecurities Exchange Act of 1934, as amended.

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**1.10        GoodReason**.  “Good Reason” means theoccurrence after a Change of Control of any of the following actions by theCompany, unless the Executive, in his discretion, consents thereto in writingor the action by the Company is reversed or abandoned within 30 days afterthe Company receives from the Executive written notice of the Executive’sobjection to the action: (i) a reduction in the Executive’s annual basesalary as in effect on the date immediately prior to the Change of Control or afailure to make any scheduled base salary payment within fifteen days after itsdue date, unless the Company’s Board of Directors determines in good faith thatsuch base salary reduction is more than offset by the aggregate value of anynew compensation plans or other Employment-related benefits that are providedto the Executive after the Change of Control; (ii) the Company’srequirement that the Executive perform his or her Employment duties at anoffice that is more than 25 miles from the Company’s office at which theExecutive was principally employed on the date immediately prior to the Changeof Control; (iii) a change or diminution in Executive’s employment dutiesthat is materially inconsistent with the duties usually associated with theoffice of the Chief Financial Officer of a corporation; or (iv) a failureby the Company to continue for the benefit of the Executive any materialcompensation plan in which the Executive participated on the date immediatelyprior to the Change of Control, unless the discontinuation of such plan wasoutside the Company’s reasonable control or unless the Company discontinuessuch plan for all of its executive officers. Notwithstanding the foregoing, Good Reason for the Executive toterminate his or her Employment shall not exist by reason of any of the Company’sactions described in the preceding sentence if the action is preceded by awritten notice from the Company of an intention to terminate the Executive’sEmployment for Cause or because of the Executive’s Disability and is thenfollowed by a termination of Employment for Cause or Disability.

**1.11        JAMS**.  “JAMS” means the Judicial ArbitrationMediation Service or its successor by law or by written agreement with JAMS.

**1.12        Person**.  “Person” means any natural person, corporation,partnership, limited liability company or other association or entity.

**1.13        SecuritiesAct**.  “Securities Act” means theSecurities Act of 1933, as amended.

**1.14        RetentionBonus**.  “Retention Bonus” means thebonus compensation that the Company has agreed to pay to the Executive pursuantto Article 2 upon the occurrence of a Change of Control.

**1.15        SeverancePayment**.   “Severance Payment” means theseverance compensation that the Company has agreed to pay to the Executivepursuant to Article 3 upon the termination of the Executive’s Employmentafter a Change of Control.

**1.16        Vanderstar**.  “Vanderstar” means Cornelius C. Vanderstarand Marguerite D. Vanderstar, or either of them, individually or as trustees ofthe Vanderstar Family Trust, so long as he or she is a Beneficial Owner ofcapital stock****ofthe Company as of the date that the acquisition of securities or othertransaction in question occurs.

**1.17        WithoutCause**.  “Without Cause” means thetermination of the Executive’s Employment by the Company other than for Causeand other than by reason of the death or Disability of the Executive.

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**1.18        OtherDefinitions**.  Any termdefined in any other section of this Agreement shall have its defined meaningwherever used in this Agreement.

**ARTICLE 2RETENTION BONUS**

**2.1          Rightto a Retention Bonus**.  TheExecutive shall be entitled to receive a Retention Bonus in the amountspecified in Section 2.2 if, but only if:

(a)           AChange of Control occurs; and

(b)           TheExecutive is an employee of the Company as of the date the Change of Controloccurred.

**2.2          Amountof the Retention Bonus**.  Ifthe Executive becomes entitled to a Retention Bonus under this Agreement, theamount of the Retention Bonus shall equal the product of six times theExecutive’s monthly base salary that was in effect on the date on which theChange of Control occurred; provided, however, that any base salary that isexcluded from gross income for federal income tax purposes pursuant to Section125 or 401(k) of the Code and any base salary that is deferred by the Executivepursuant to an employer-sponsored deferred compensation plan shall be includedin the calculation of the Executive’s base salary for purposes of thisSection 2.2.

**2.3          Paymentof the Retention Bonus**.  TheRetention Bonus to which the Executive is entitled pursuant to Section 2.2shall be paid in a lump sum within ten days following the date on which theChange of Control occurred.

**2.4          Withholdingof Taxes**.  TheCompany may withhold from the Retention Bonus all federal, state, local, FICA,Medicaid and similar taxes required by applicable law to be withheld by theCompany.

**ARTICLE 3****SEVERANCE PAYMENT**

**3.1          Rightto a Severance Payment**.  Inaddition to the Retention Bonus to which the Executive is entitled underSection 2.1, the Executive shall be entitled to receive a SeverancePayment in the amount specified in Section 3.3 if, but only if:

(a)           AChange of Control occurs;

(b)           TheExecutive is an employee of the Company as of the date of the Change ofControl; and

(c)           (i) TheExecutive’s Employment is terminated Without Cause within one year****after the Change of Control or(ii) the Executive terminates his Employment for Good Reason within oneyear****after the Change of Controland within 60 days after the occurrence of the fact or event that permittedthe Executive to terminate his Employment for Good Reason.

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**3.2          Noticeof Termination**.  Anypurported termination of the Executive’s Employment after the occurrence of aChange of Control for Cause or Good Reason or because of the Executive’sDisability shall be communicated to the other party by written notice oftermination.  The notice (i) shall begiven at least 15 days prior to the Employment termination date, (ii)shall specify the Employment termination date (which shall not be more thanthirty days after the delivery of the notice), and (iii) shall set forth inreasonable detail the facts claimed to provide a basis for the Employmenttermination for the specified reason.

**3.3          Amountof the Severance Payment**.

(a)           Ifthe Executive becomes entitled to a Severance Payment under this Agreement, theamount of the Severance Payment shall equal the product of 12 times theExecutive’s monthly base salary that was in effect on the date of thetermination of the Executive’s Employment or, if greater, that was in effect onthe date that immediately preceded the date on which the Change of Controloccurred; provided, however, that any base salary that is excluded from grossincome for federal income tax purposes pursuant to Section 125 or 401(k) of theCode and any base salary that is deferred by the Executive pursuant to anemployer-sponsored deferred compensation plan shall be included in thecalculation of the Executive’s base salary for purposes of thisSection 3.3(a).

(b)           Theamount of the Severance Payment calculated under Section 3.3(a) above shall bereduced by the amount of any and all cash severance-type payments which theExecutive receives pursuant to any other severance plan, agreement, policy orprogram of the Company or any of the Company’s subsidiaries.  However, if the amount of the cashseverance-type payments received under such other severance plan, agreement,policy or program is greater than the Severance Payment that is payable underthis Agreement, the Executive shall be entitled to the amount payable undersuch other plan, agreement, policy or program in lieu of the Severance Paymentunder this Agreement.  The payment to theExecutive of the Retention Bonus or any amount under a stock option plan, stockincentive plan, shareholders’ agreement or similar agreement in considerationfor the Executive’s equity ownership interest in the Company or any direct orindirect parent company shall not be construed as a “severance-type payment.”

**3.4          Paymentof the Severance Payment; Release Agreement**.

(a)           Subjectto the following paragraphs of this Section 3.4, the Severance Payment to whichthe Executive is entitled pursuant to Section 3.3 shall be paid in a lump sumconcurrently with the termination of Employment of the Executive as describedin Section 3.1(c).

(b)           Asa condition to the receipt of the Severance Payment, the Executive must executeand deliver to the Company a general release provided by the Company, to be inform and substance reasonably satisfactory to the Company, that releases theCompany and its respective owners, directors, officers, managers, employees,subsidiaries and agents from any and all claims that the Executive may haveagainst such released Persons, whether known or unknown, absolute orcontingent, other than (i) claims under this Agreement, (ii) claims under anyother written agreement to which the Executive is a party, (iii) claims underwritten employee benefit plans, and (iv) claims for accrued but unpaidsalary, bonuses, vacation pay and expense reimbursement obligations.

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**3.5          ExciseTax Limitation**. Notwithstanding anything to the contrary in this Agreement, if theCompany determines in good faith that any portion of the Retention Bonus orSeverance Payment to which the Executive is entitled would be subject to theexcise tax imposed by Section 4999 of the Code, then the Retention Bonusor Severance Payment, as the case may be, shall be reduced by the Company tothe minimum extent necessary to avoid any such excise tax.  All determinations required to be madepursuant to the preceding sentence shall be made by the Board of Directors ofthe Company, which shall provide supporting calculations and documentation tothe Executive promptly following his request therefor.

**3.6          Withholdingof Taxes**.  TheCompany may withhold from the Severance Payment and any other amounts payableunder this Agreement all federal, state, local, FICA, Medicaid and similartaxes required by applicable law to be withheld by the Company.

**3.7          COBRAPayments**.

(a)           Ifthe Executive becomes entitled to a Severance Payment under this Agreement andif the Executive elects under COBRA to continue to receive any group healthcare coverage under COBRA, the Company shall reimburse the Executive for theamount of the Executive’s COBRA premiums for the period ending 12 months afterthe Executive’s Employment termination. Each such reimbursement by the Company shall be made within 15 daysafter its receipt of written evidence of a COBRA payment made by the Executive;alternatively, the Company may make such payments directly on behalf of theExecutive.  Notwithstanding theforegoing, the Company shall not be required to make any COBRA payment orreimbursement with respect to any period after the Executive becomes coveredunder any other group health plan that provides equal or greater benefits tothe Executive than the Company’s group health plan, and the Company shallremain entitled to terminate or amend its group health plans at any time.

(b)           Thebenefits provided to the Executive under Section 3.7(a) are in addition to, andnot in lieu of, any other post-employment health care benefits to which theExecutive may be entitled under any group health care plan or program that theCompany may elect to provide from time to time to the Executive and its otheremployees.

**3.8          NoMitigation Duty**.  TheExecutive shall have no duty to mitigate the amount of the Severance Payment,or the COBRA payments described in Section 3.7(a),****by seeking other employment or by taking any other action, and theamount of the Severance Payment shall not be reduced by any income that theExecutive receives from subsequent employment.

**3.9          NoRight to Receive Base Salary, Bonuses, Benefits and Perquisites After anEmployment Termination**.

(a)           Exceptas may otherwise be agreed to in writing between the Company and the Executiveor as may be required by applicable law with respect to continued group healthcare coverage under COBRA, any obligation on the part of the Company to providebase salary, bonuses, life and health insurance coverage, other employeebenefits, expense reimbursements and perquisites to the Executive shallterminate on the date of the termination of the Executive’s Employment,regardless of the reason that the Executive’s Employment terminated.

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(b)           Notwithstandinganything to the contrary in Section 3.9(a) or in any other provision ofthis Agreement, upon a termination of Employment for any reason (i) theExecutive shall be entitled to receive any base salary that is accrued butunpaid as of the Employment termination date, (ii) to the extent provided bywritten Company policies or by applicable law, the Executive shall be entitledto receive any bonus or vacation pay that is accrued but unpaid as of theEmployment termination date, (iii) the Executive shall be entitled to receive anycompensation that he previously deferred in accordance with the terms of anywritten deferred compensation plan maintained by the Company, and (iv) theExecutive shall remain entitled to be reimbursed for any business expenses thatwere properly incurred by him during the Executive’s Employment in accordancewith Company policies.

**3.10        NoPayments or Benefits Prior to a Change of Control**.  Prior to a Change of Control, the Executiveshall not be entitled to receive any Retention Bonus, Severance Payment orother payments or benefits under this Agreement.  Except as provided below in Section 3.15, theExecutive shall not be entitled to receive any Retention Bonus, SeverancePayment or other payments or benefits under this Agreement if his Employment isterminated for any reason prior to a Change of Control and if a Change ofControl subsequently occurs.

**3.11        NoDeath, Disability or Retirement Payments or Benefits Payable Under thisAgreement**.  Except asprovided in Section 2.1 with respect to a Retention Bonus and inSection 3.9(b) with respect to accrued but unpaid salary, vacation time,bonuses and other specified accrued items, this Agreement does not provide theExecutive with a right to receive a Severance Payment or any other payments orbenefits if his Employment terminates before or after the occurrence of aChange of Control by reason of Disability, death, retirement or for any otherreason except a termination described in Section 3.1(c).

**3.12        BenefitsUnder Other Company Plans**. Except as provided above in Section 3.3(b), the Severance Paymentshall not reduce any amounts otherwise payable to the Executive under, or inany way diminish any of the Executive’s rights as an employee under, anywritten employee benefit, retirement or incentive plan or written employmentagreement to which the Executive is now, or subsequently becomes, a party or aparticipant.

**3.13        AtWill Employment**.    Neitherthis Agreement nor the Retention Bonus or Severance Payment payable hereundershall be deemed to limit, replace or otherwise affect the “at will” nature ofthe Executive’s Employment, and this Agreement shall not be construed as anemployment contract.  The Executive’sEmployment may be terminated by either the Company or the Executive at any timeand for any reason (including for no specified reason), and nothing containedin this Agreement shall be construed as creating any minimum period ofEmployment.  Except as specificallyprovided (i) in this Agreement, (ii) in any written employment agreement orother written agreement that the Executive may enter into with the Company, or(iii) in any written employee manual, policy or benefit plan that the Companyhas provided to the Executive, the Company shall have no obligation to make anycompensation, severance or other payments to the Executive, or to provide anyother benefits to the Executive, after the date of the termination of theExecutive’s Employment for any reason. This Agreement does not provide a pension for the Executive nor shallany payment hereunder be characterized as deferred compensation.

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**3.14        Termof this Agreement**.  ThisAgreement shall commence on the date set forth above.  If a Change of Control has not occurred,either the Company or the Executive may terminate this Agreement and all obligationsof the parties hereunder upon the delivery of at least one year’s****prior written notice to the other party;provided, however, that if a Change of Control occurs prior to the effectivedate of the termination notice described in the preceding sentence, thisAgreement shall not terminate pursuant to such termination notice.  Furthermore, this Agreement may be terminatedafter the occurrence of a Change of Control only by the written agreement ofthe Company and the Executive; provided, however, that the Executive shall beentitled to a Severance Payment hereunder only as provided in Section 3.1.

**3.15        Terminationof Employment in Anticipation of a Change of Control**.  Notwithstanding anything to the contrary inthis Agreement, if the Executive’s Employment is terminated within 90 daysprior to the occurrence of a Change of Control, the Executive shall be entitledto claim that his or her Employment was terminated (i) by the Company WithoutCause or by the Executive for Good Reason and (ii) directly as a resultof the anticipated Change of Control. The Executive shall have the burden of proving such claim.  A Retention Bonus in the amount described inSection 2.1, a Severance Payment in the amount described in Section 3.3and the COBRA payments described in Section 3.7****shall be owed to the Executive if, but only if, (i) the Company in itsabsolute discretion agrees with the Executive’s claim or (ii) an arbitratoragrees with the Executive’s claim and awards a Retention Bonus, SeverancePayment or COBRA payments in an arbitration proceeding brought pursuant toSection 4.14 below.  All otherprovisions of this Article 3 shall be applicable to any Retention Bonus,Severance Payment and COBRA payments****towhich the Executive becomes entitled under this Section 3.15.

**3.16        ConfidentialInformation**.  After thetermination for any reason of the Executive’s Employment, the Executive shallat no time, without the prior written consent of the Company or as mayotherwise be required by a court of competent jurisdiction, (i) directly orindirectly divulge to any Person other than the Company or a Person designatedin writing by the Company any confidential information or trade secretsregarding the Company or any of its subsidiaries or affiliated companies or(ii) directly or indirectly use any such confidential information or tradesecrets for the Executive’s personal benefit or the benefit of any Person otherthan the Company and its subsidiaries and affiliates in the Executive’sperformance of his employment duties.

**ARTICLE 4GENERAL PROVISIONS**

**4.1          Successors and Assigns**.  This Agreement shall be binding upon, andshall benefit, the personal representative, estate, beneficiaries (by will orby the laws of descent and distribution), and other successors and assigns ofeach party to this Agreement.  However,this Agreement is personal to the Executive and may not be assigned by himother than by will or the laws of descent and distribution.  The Company shall require any successor bypurchase, merger or otherwise to all or substantially all of the business andassets of the Company to assume and agree to perform the Company’s obligationsunder this Agreement, in the same manner and to the same extent that theCompany would be required to perform such obligations if no such succession hadtaken place.

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**4.2          Expenses**. Except as otherwise provided in Sections 4.14 and 4.15 of thisAgreement, each party to this Agreement shall bear its own costs and expensesincurred in connection with this Agreement.

**4.3          Notices**.  Allnotices and other communications required or permitted by this Agreement to begiven by one party to another party shall be delivered in writing, byregistered or certified United States mail (postage prepaid and return receiptrequested) or by reputable overnight delivery service, to the Company or theExecutive, as applicable, at the address that appears on the signature page ofthis Agreement (or to such other address that one party gives the other in theforegoing manner).  Any such notice orother communication that is sent in the foregoing manner shall be deemed tohave been delivered three days after deposit in the United States mail or oneday after delivery to an overnight delivery service.

**4.4          Entire Agreement**.  This Agreement constitutes the entireagreement of the Company and the Executive relating to the subject matter ofthis Agreement and supersedes any and all other prior agreements andunderstandings (written or oral) relating to such subject matter.

**4.5          Calculation of Time**.  Wherever in this Agreement a period of timeis stated in a number of days, it shall be deemed to mean calendar days.  However, when any period of time so statedwould end upon a Saturday, Sunday, or legal holiday, such period shall bedeemed to end upon the next day following that is not a Saturday, Sunday orlegal holiday.

**4.6          Further Assurances**.  Each party to this Agreement shall performany further acts and execute and deliver any further documents that may berequested by another party and that are reasonably necessary to carry out the provisionsof this Agreement.

**4.7          Provisions Subject to Applicable Law**.  All provisions of this Agreement shall beapplicable only to the extent that they do not violate any applicable law, andare intended to be limited to the extent necessary so that they will not renderthis Agreement invalid, illegal or unenforceable under any applicable law.  If any provision of this Agreement or anyapplication thereof shall be held to be invalid, illegal or unenforceable, thevalidity, legality and enforceability of other provisions of this Agreement orof any other application of such provision shall in no way be affected thereby.

**4.8          Waiver of Rights**.  Neither party to this Agreement shall bedeemed to have waived any right or remedy that it has under this Agreement unlessthis Agreement expressly provides a period of time within which such right orremedy must be exercised and such period has expired or unless such party hasexpressly waived the same in writing. The waiver by a party of a right or remedy hereunder shall not be deemedto be a waiver of any other right or remedy or of any subsequent right orremedy of the same kind.

**4.9          Headings; Gender and Number**. The headingscontained in this Agreement are for reference purposes only and shall notaffect in any manner the meaning or interpretation of this Agreement.  Where appropriate to the context of thisAgreement, use of the singular shall be deemed also to refer to the plural, anduse of the plural to the singular, and pronouns of one gender shall be deemedto comprehend either or both of the other genders.  The terms “hereof,” 

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“herein,” “hereby,” and variations thereofshall, whenever used in this Agreement, refer to this Agreement as a whole andnot to any particular section hereof.

**4.10        Amendment and Termination**.  This Agreement may be amended only pursuantto a writing executed by the Company and the Executive.  This Agreement may be terminated only asprovided above in Section 3.14 or pursuant to a writing executed by the Companyand the Executive.

**4.11        Counterparts**.  ThisAgreement may be executed in two counterparts, and by each party on a separatecounterpart, each of which shall be deemed an original, but both of which takentogether shall constitute but one and the same instrument.  This Agreement may be executed by facsimilesignature.

**4.12        Representation of the Executive; Interpretation of ThisAgreement**.  TheExecutive acknowledges that he has had an adequate opportunity to review thisAgreement with the Executive’s counsel, if any, prior to executing thisAgreement.  The terms of this Agreementhave been negotiated by the Company and the Executive, and the language usedherein was chosen by the parties to express their mutual intent.  This Agreement shall be construed withoutregard to any presumption or rule requiring construction against the partycausing the instrument to be drafted. The Executive further acknowledges that (i) Troy & GouldProfessional Corporation has served as counsel to the Company only (and not tothe Executive) in connection with this Agreement, and (ii) neither theCompany nor its agents or representatives has made any representations to theExecutive regarding the tax consequences to him of any payments pursuant tothis Agreement.

**4.13        Governing Laws**.  This Agreement shall be governed by, andconstrued and enforced in accordance with, the internal laws of the State ofCalifornia without giving effect to conflict-of-law principles.

**4.14        Arbitration of Disputes; Jury Trial Waiver**.

(a)           Tothe fullest extent permitted by applicable law, all disputes arising betweenthe Company and the Executive concerning the interpretation or enforcement ofthis Agreement shall be submitted to final and binding confidentialarbitration, before one arbitrator, in accordance with the applicable ComprehensiveArbitration Rules and Procedures of JAMS in effect on the date of sucharbitration including, without limitation, the discovery rights that areexpressly provided by the Comprehensive Arbitration Rules and Procedures ofJAMS.  All arbitration proceedings shallbe conducted in Los Angeles, California, and shall be administered byJAMS.  Each party consents to such venueand jurisdiction and agrees that personal jurisdiction over such party forpurposes of the arbitration proceeding or for any court action that ispermitted by this Agreement may be effected by service of process addressed anddelivered as provided in Section 4.3.

(b)           Aparty shall be entitled to initiate an arbitration proceeding if a disputecannot be resolved amicably within thirty days after the other party or partieshave been notified in writing of the existence of the dispute.  The parties shall attempt to agree upon thearbitrator, who shall be a retired California state or federal court judge fromthe Los Angeles, California, office of JAMS. If the parties cannot agree upon an arbitrator within fifteen days afterthe matter is submitted for arbitration, a retired California state or federalcourt judge from the Los Angeles, 

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California, office of JAMS promptly shall be appointedin accordance with the applicable rules of JAMS to serve as the solearbitrator.  Each party shall have theright to be represented by counsel in the arbitration proceeding and, ifrequired by JAMS, the arbitration proceeding shall comply with the JAMS “MinimumStandards of Procedural Fairness for Employment Arbitration.”

(c)           Thearbitrator hereby is instructed to interpret and enforce this Agreement instrict accordance with its terms, and the arbitrator shall not have the rightor power to alter or amend any term of this Agreement except to the limitedextent expressly provided in Section 4.7. The arbitrator is required to apply applicable substantive law in makingan award, and the arbitrator is required to issue a written decision thatsummarizes the findings and conclusions upon which the award is based.  An award of the arbitrator that is inviolation of the requirements of either of the two immediately precedingsentences shall constitute an action that exceeds the arbitrator’s power underthis Agreement and, as such, may be vacated by a court of competentjurisdiction.  The arbitrator’s award maybe enforced in any court having jurisdiction over the matter.

(d)           Notwithstandingthe preceding provisions of this Section 4.14, each party is entitled to bringan action for temporary or preliminary injunctive relief at any time in anycourt of competent jurisdiction in order to prevent immeasurable andirreparable injury that might result from a breach of this Agreement.

(e)*           EACHPARTY AGREES THAT, IN CONNECTION WITH AND AS PART OF THE ARBITRATION PROVISIONSOF THIS SECTION 4.14, ALL RIGHTS TO A TRIAL BY A JURY OF ANY CLAIM ARISINGOUT OF OR RELATING TO THIS AGREEMENT ARE FOREVER AND ABSOLUTELY WAIVED*.

**4.15        Attorneys’ Fees and Other Expenses**.  To the fullest extent permitted by applicablelaw, the unsuccessful party to any arbitration proceeding or to any courtaction that is permitted by this Agreement shall pay to the prevailing partyall costs and expenses, including, without limitation, reasonable attorneys’fees, incurred in the arbitration proceeding or the court action by thesuccessful party, all of which shall be included in and as a part of the awardrendered in the proceeding or action. For purposes of this Section 4.15, attorneys’ fees shall include,without limitation, fees incurred in connection with post-judgment andpost-award actions.  Notwithstanding thepreceding provisions of this Section 4.15, if required by applicable Californialaw, the Company shall pay the fees of the arbitrator and all other fees thatare charged by JAMS in connection with the arbitration proceeding.

[*Signature page follows*]

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INWITNESS WHEREOF, the undersigned have executed and delivered this Agreement asof the date first above written.  
|   | INTERNATIONAL ALUMINUM  CORPORATION |
|--------|-------------------------------------|
|   |                                |
|   |                                |
|   | By:                                 | /s/ Ronald L.  Rudy |   |
|   |                                | Ronald L. Rudy |
|   |                                | President and  Chief Executive Officer |
|   |                                |
|   |                                |
|   | Address:                            |
|   |                                |
|   | 767 Monterey  Pass Road             |
|   | Monterey Park,  California 91754    |
|   |                                |
|   |                                |
|   | /s/ Mitchell K.  Fogelman           |   |
|   | Executive’s Signature          |
|   |                                |
|   |                                |
|   | Mitchell K.  Fogelman               |   |
|   | Print  Executive’s Name        |
|   |                                |
|   |                                |
|   | Executive’s  Address:          |
|   |                                |
|   | 9536 White Oak  Avenue              |
|   | Northridge,  California 91325       |
|        |                                     |  |  |  |

 

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